INTEGRAL AD SCIENCE HOLDING CORP.
AMENDED AND RESTATED STOCK OPTION AGREEMENT
This AMENDED AND RESTATED STOCK OPTION AGREEMENT (this Agreement) is made and entered into as of [●] (the Grant Date), between Integral Ad Science Holding Corp., a Delaware corporation (the Company), and [●] (Optionholder).
The Company and Optionholder desire to enter into this Agreement whereby the Company will grant Optionholder the options specified herein to acquire certain Common Stock of the Company. The options to acquire the Common Stock are sometimes hereinafter referred to individually as an Option and collectively as the Options. All Common Stock issuable upon the exercise of any portion of the Options and all stock of the Companys equity securities hereafter acquired by Optionholder are referred to herein as Option Shares. Defined terms used in this Agreement without definition will have the meanings ascribed thereto in the Companys Amended and Restated 2018 Non-Qualified Stock Option Plan (the Plan), a copy of which is attached hereto as Exhibit A. In the event a provision of this Agreement is inconsistent or conflicts with the provisions of the Plan, the provisions of this Agreement will govern and prevail.
The parties hereto agree as follows:
1. Plan Acknowledgment. Each of the undersigned agree that this Agreement has been executed and delivered, and the stock options have been granted hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Optionholder and, except as otherwise specified herein, pursuant to, and subject to, each of the terms and conditions of the Plan, and Optionholder agrees to be bound by, and comply with, the terms of the Plan.
(a) Service Option Grant. The Company hereby grants to Optionholder, pursuant to the Plan, an option to purchase up to [●] shares of Common Stock (the Service Option, and such shares, the Service Option Shares), at an exercise price per unit of $[●] (the Option Price). The Option Price and the number of Service Option Shares issuable upon exercise of any Service Option will be equitably adjusted for any split, dividend or reclassification of Common Stock, which occurs subsequent to the date of this Agreement. The Service Option will expire as provided in Section 2(d) below. The Service Option is not intended to be an incentive stock option within the meaning of Section 422 of the Code. The Vesting Commencement Date for purposes of this Agreement is [●].
(b) Return Target Option Grant. The Company hereby grants to Optionholder, pursuant to the Plan, an option to purchase up to [●] shares of Common Stock (the Return Target Option, and such shares, the Return Target Option Shares), at an exercise price per unit equal to the Option Price. The Option Price and the number of Return Target Option Shares issuable upon exercise of any Return Target Options will be equitably adjusted for any split, dividend or reclassification of Common Stock which occurs subsequent to the date of this Agreement. The Return Target Options will expire as provided in Section 2(d) below. The Return Target Options are not intended to be incentive stock options within the meaning of Section 422 of the Code.